UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
CREDIT AGREEMENT dated as of October 31, 2014, among VCH HOLDINGS, LLC, as Holdings, VICTORY CAPITAL OPERATING, LLC, as Borrower, The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentCredit Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
CREDIT AGREEMENT dated as of October 31, 2014 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the “Borrower”), VCH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. Capitalized terms used without definition in this Agreement have the meanings given to them in Section 1.01.
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of among CRESTVIEW VICTORY, L.P. RCP LAKE CO-INVEST, L.P. REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P. REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. REVERENCE CAPITAL...Shareholders’ Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • Delaware
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of [ ], 2018 (this “Agreement”) among Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), Crestview Victory, L.P., a Delaware limited partnership (the “Crestview Aggregator”), RCP Lake Co-Invest, L.P., a Cayman Islands exempted limited partnership, Reverence Capital Partners Opportunities Fund I, L.P., a Delaware limited partnership, Reverence Capital Partners Opportunities Fund I (AI), L.P., a Delaware limited partnership, and Reverence Capital Partners Opportunities Fund I (Cayman), L.P., a Cayman Islands exempted limited partnership (collectively, “RCP”), the Employee Shareholders Committee, created under the Employee Shareholders’ Agreement, dated as of the date hereof (such committee, as it may be reconstituted from time to time, the “Employee Shareholders Committee”), and certain other Persons listed on the signature page hereof (the “Management Shareholders”). “Crestview Aggregator” and “RCP” shall
EMPLOYEE SHAREHOLDERS’ AGREEMENT dated as of among VICTORY CAPITAL HOLDINGS, INC. and THE EMPLOYEE SHAREHOLDERS NAMED HEREINEmployee Shareholders’ Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • Delaware
EMPLOYEE SHAREHOLDERS’ AGREEMENT dated as of [ ], 2018 (this “Agreement”) among Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), each Person listed on Schedule A, as such Schedule A may be amended from time to time in accordance with the terms of this Agreement (each such Person, a “Covered Person”), executing this Agreement or a joinder (the “Joinder”) substantially in the form attached as Exhibit A hereto.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
AMENDMENT NO. 4, dated as of February 6, 2017 (this “Amendment”), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the “Borrower’’), VCH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), ROYAL BANK OF CANADA (“Royal Bank”), as the Amendment No. 4 Arranger (as defined below) and the Lenders (as defined in the Credit Agreement (as defined below) party hereto (collectively, the “Consenting Lenders”), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 5.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
AMENDMENT NO. 1, dated as of May 5, 2015 (this “Amendment”), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the “Borrower”), VCH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), VICTORY CAPITAL MANAGEMENT, INC., a New York corporation (“VCM”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”) and Amendment No. 1 Incremental Term Lender, to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
AMENDMENT NO. 3, dated as of July 29, 2016 (this “Amendment”), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the “Borrower”), VCH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), and ROYAL BANK OF CANADA (“Royal Bank”), as the Amendment No. 3 Arranger and an Amendment No. 3 Incremental Term Lender (each as defined below), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 2.
VICTORY CAPITAL HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • Delaware
THIS AGREEMENT is entered into, effective as of February [·], 2018, by and between Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
OPTION GRANT NOTICE AND AGREEMENTOption Grant Notice and Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice
Victory Capital Holdings, Inc. (the “Company”), pursuant to its 2018 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of [Time Vested Options and Performance Vested Options (collectively, the “Options”)][Options (the “Options”)] set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below). The Options are subject to all of the terms and conditions set forth in this Option Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. [The Options granted hereby are in satisfaction of the o
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
AMENDMENT NO. 6, dated as of August 1, 2017, by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the “Borrower”), VCH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), ROYAL BANK OF CANADA (“Royal Bank”), as the Amendment No. 6 Arranger and the Tranche B-1 Fronting Bank (as defined below) and each Participating Lender (as defined below) party hereto (this “Amendment”), to the Credit Agreement, dated as of October 31, 2014, among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
AMENDMENT NO. 5, dated as of February 6, 2017 (this “Amendment”), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the “Borrower”), VCH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), ROYAL BANK OF CANADA (“Royal Bank”), as the Amendment No. 5 Arranger and an Amendment No. 5 Incremental Term Lender, and each other Amendment No. 5 Incremental Term Lender (each as defined below), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 4.
AMENDMENT NO. 4 TO THE VICTORY CAPITAL HOLDINGS, INC. EQUITY INCENTIVE PLANVictory Capital Holdings, Inc. • February 6th, 2018 • Investment advice
This Amendment No. 4 (the “Amendment”) to the Victory Capital Holdings, Inc. Equity Incentive Plan (as amended, the “Plan”), is made effective as of this day of January, 2018.
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 20th day of March, 2017 between VICTORY CAPITAL HOLDINGS, INC., having a principal place of business at 4900 Tiedeman Road, 4th floor, Brooklyn, OH 44144 (“Victory”); and DAVID C. BROWN, an individual residing at 265 Brighton Lane, Boston Heights, OH 44264 (“Executive”).
RESTRICTED STOCK GRANT NOTICE AND AGREEMENTRestricted Stock Grant Notice and Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice
Victory Capital Holdings, Inc. (the “Company”), pursuant to its 2018 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of [Time Vested Restricted Stock and Performance Vested Restricted Stock (collectively, the “Restricted Stock”)][Restricted Stock] set forth below. The Restricted Stock is subject to all of the terms and conditions of this Restricted Stock Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. [The Restricted Stock granted hereby are in satisfaction of the obligation to grant the Restricted Stock to Holder under his, her or its employment letter with
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Victory Capital Holdings, Inc. • Investment advice • New York
AMENDMENT NO. 2, dated as of July 29, 2016 (this “Amendment”), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the “Borrower”), VCH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), and ROYAL BANK OF CANADA (“Royal Bank”), as the Amendment No. 2 Arranger (as defined below), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 3.
